Securities code: Doushen(Beijing) Education&Technology Inc(300010) securities abbreviation: Doushen(Beijing) Education&Technology Inc(300010) Announcement No.: 2022015 Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd
Special note on no profit distribution in 2021
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd. (hereinafter referred to as “the company”) held the 7th Meeting of the 5th board of directors and the 4th meeting of the 5th board of supervisors on April 26, 2022. The proposal on the company’s profit distribution plan in 2021 was deliberated and adopted. The proposal still needs to be submitted to the general meeting of shareholders for deliberation. The details are as follows:
1、 Specific contents of profit distribution plan
According to the audit of Zhitong Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the parent company in 2021 was -59232492234 yuan, the net profit attributable to the shareholders of the parent company was -57062324387 yuan, and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses was -74661601552 yuan. According to the company law According to the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM (2022) and the articles of association, the company withdraws the statutory surplus reserve of 0.00 yuan according to 10% of the net profit of the parent company, plus the undistributed profit at the beginning of the year of -306266795098 yuan, the retained income carried forward from other comprehensive income of -52524308 yuan, minus the profit distribution and cash dividend of 0.00 yuan in 2021, As of December 31, 2021, the profit available to ordinary shareholders of the parent company was -365551811640 yuan.
Since its listing, the company suffered its first loss in 2018. After the net profit after tax in 2021 made up for the loss, the profit available to ordinary shareholders in the parent company’s statements at the end of the period was -365551811640 yuan. At the same time, affected by the “double reduction” policy and the epidemic of novel coronavirus, in order to ensure the company’s normal production, operation and future development, the company decided not to distribute cash dividends, bonus shares or convert capital reserve into share capital in 2021.
2、 Reasons why the company intends not to make profit distribution
According to the notice on further implementing the matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the articles of association and other relevant provisions, in view of the fact that the profit available to ordinary shareholders of the parent company is still negative after the net profit after tax makes up for the loss in 2021, and considering the capital needs of the company’s future production and operation, no profit distribution will be carried out in 2021, To ensure the long-term development of the company and provide investors with more stable and long-term returns.
3、 Deliberations of the board of directors
After careful deliberation, the board of Directors believes that the undistributed profits of the company are mainly used to meet the needs of the company’s working capital and provide reliable guarantee for the sustainable development of the company. At the end of 2021, the profit available to ordinary shareholders of the parent company was negative. At the same time, affected by the “double reduction” policy and the epidemic of novel coronavirus, the company decided not to distribute cash dividends, give bonus shares or convert capital reserve into share capital in this year. Based on the current operating environment and future development strategy needs of the company, and from the long-term interests of the company and shareholders, the interests of the company and shareholders, especially small and medium-sized shareholders, were not damaged.
4、 Opinions of independent directors
After verification, we believe that: according to the relevant provisions of the company law, the profit available to ordinary shareholders of the parent company at the end of 2021 is negative. The company has decided that the profit distribution plan for 2021 is: no cash dividends, no bonus shares, and no capital reserve is converted into share capital. The plan is in line with the current actual situation of the company, the long-term development of the company and the long-term interests of shareholders, as well as the provisions of the articles of Association; The examination and approval procedures are legal and compliant, and there is no harm to the interests of all shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree to the proposal on the company’s profit distribution plan for 2021 formulated by the board of directors and agree to submit it to the company’s 2021 annual general meeting for deliberation.
5、 Opinions of the board of supervisors
After verification, the board of supervisors believes that the profit distribution plan for 2021 formulated by the board of directors is in line with the current actual situation of the company, is conducive to ensuring the normal operation of the company’s production and operation and the needs of future development, and does not damage the interests of the company’s shareholders, especially the minority shareholders. Therefore, we agree to the company’s profit distribution plan for 2021. 6、 Documents for future reference
1. Resolutions of the 7th Meeting of the 5th board of directors of the company;
2. Resolutions of the 4th meeting of the 5th board of supervisors of the company;
3. Independent opinions of independent directors on relevant matters. It is hereby announced.
Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd. board of directors April 27, 2022
